1008-00002 · Lumos Analytics Inc · Governance Documents

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LUMOS ANALYTICS INC.

COMPENSATION COMMITTEE CHARTER

Adopted by the Board of Directors

This Charter is drafted in anticipation of the Company's proposed initial public offering of Class A Common Stock on the Nasdaq Global Select Market (proposed ticker symbol: "LMSA") and is designed to comply with Nasdaq Listing Rule 5605(d), Rule 10C-1 under the Securities Exchange Act of 1934, as amended, and all other applicable rules and regulations of the U.S. Securities and Exchange Commission.

Prepared by:

Calderwood & Harkness LLP Issuer's Counsel 1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105

Draft Date: February 2022 (Prepared in connection with IPO preparation)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — DRAFT SUBJECT TO REVISION

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I. PURPOSE

The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), is hereby established to discharge the Board's responsibilities relating to the compensation of the Company's executive officers and directors. The Committee is constituted as a standing committee of the Board and shall operate in accordance with this Charter (as it may be amended from time to time, this "Charter").

The Committee shall have overall responsibility for the following:

1. Executive Compensation. Evaluating, recommending, and approving the compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers, including base salary, annual incentive compensation, long-term incentive compensation, equity-based compensation, and all other forms of compensation and benefits.

2. Compensation Plans, Policies, and Programs. Overseeing the Company's compensation plans, policies, and programs, including equity-based compensation plans, and ensuring that such plans, policies, and programs are consistent with the Company's overall compensation philosophy and objectives, adequately support the recruitment and retention of key talent, appropriately align the interests of the Company's executives with those of its stockholders, and do not encourage excessive or inappropriate risk-taking.

3. Director Compensation. Reviewing and recommending to the Board the form and amount of compensation to be paid to non-employee members of the Board, including annual cash retainers, committee service fees, meeting fees, equity-based awards, and other forms of compensation.

4. Compensation Discussion and Analysis. Preparing the Compensation Discussion and Analysis ("CD&A") and the compensation committee report required by the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable.

5. Regulatory Compliance Oversight. Assisting the Board in overseeing the Company's compliance with applicable compensation-related legal and regulatory requirements, including those imposed by federal securities laws, Nasdaq listing rules, the Internal Revenue Code of 1986, as amended (the "Code"), and other applicable statutes and regulations.

In carrying out its purpose and responsibilities, the Committee shall at all times comply with the requirements of Nasdaq Listing Rule 5605(d), including the requirements regarding committee composition, authority, and independence, as well as Rule 10C-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable SEC regulations. The Committee shall also be guided by sound corporate governance principles and best practices as they develop over time.

II. COMPOSITION AND MEMBERSHIP

A. Number of Members

The Committee shall consist of no fewer than two (2) members of the Board. The Board has determined that the initial composition of the Committee shall consist of three (3) members. The Board may from time to time increase or decrease the size of the Committee, provided that the Committee shall at all times consist of no fewer than two (2) members and shall at all times satisfy the independence and other composition requirements set forth in this Section II.

B. Initial Members

The initial members of the Committee, each of whom has been determined by the Board to satisfy all applicable independence and qualification requirements set forth in this Charter, shall be:

(i) Catherine Mercer — Chair of the Committee. Ms. Mercer is an independent director of the Company and currently serves as an Operating Partner at Arclight Equity Group Fund VII, L.P.

(ii) Diane Ochoa — Member. Ms. Ochoa is an independent director of the Company and currently serves as Managing Partner at Ridgeline Capital Partners Fund II, L.P.

(iii) Samuel Adebayo — Member. Mr. Adebayo is an independent director of the Company and formerly served as Chief Financial Officer of Verdant Software Corp.

A summary of the initial Committee members and their qualifications is set forth in Exhibit A attached hereto.

C. Independence Requirements

Each member of the Committee must satisfy the following independence and qualification requirements:

(a) Nasdaq Independence. Each member must satisfy the independence requirements of Nasdaq Listing Rule 5605(a)(2) (general director independence) and Nasdaq Listing Rule 5605(d)(2) (compensation committee member independence). In determining whether a director is eligible to serve on the Committee, the Board shall consider all factors specifically relevant to determining whether the director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

(1) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such director; and

(2) whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

(b) Non-Employee Director Status. Each member must qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, such that actions taken by the Committee with respect to the grant of equity-based compensation to the Company's executive officers will be exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act.

Dual-Class Capital Structure. The Board notes that the Company's capital structure consists of two classes of common stock: Class A Common Stock, with one (1) vote per share, which will be offered and sold in the Company's proposed initial public offering, and Class B Common Stock, with ten (10) votes per share, which is held by the Company's co-founders, Priya Subramanian (CEO and Chair of the Board) and Marcus Henley (Chief Technology Officer). The Board has determined that this dual-class structure does not affect the independence analysis for members of the Committee, as no member of the Committee holds or beneficially owns any shares of Class B Common Stock.

Specific Independence Determinations. The Board has specifically considered and evaluated the following affiliations of Committee members and has affirmatively determined that such affiliations do not impair the independence of the respective directors for purposes of service on the Committee under the applicable Nasdaq compensation committee independence standards:

(i) Diane Ochoa. Ms. Ochoa serves as Managing Partner of Ridgeline Capital Partners Fund II, L.P., which holds 9,200,000 shares of the Company's Series A Preferred Stock, representing approximately 7.8% of the Company's fully diluted pre-IPO capitalization. The Board has evaluated this affiliation in accordance with Nasdaq Listing Rule 5605(d)(2) and has determined that this investment relationship does not constitute a compensatory, consulting, advisory, or other relationship with the Company that would impair Ms. Ochoa's ability to make independent judgments about executive compensation. Ridgeline Capital Partners Fund II, L.P. invested in the Company on arms-length terms, Ms. Ochoa does not receive any compensatory fees from the Company in connection with this investment, and Ms. Ochoa's duties as Managing Partner of Ridgeline Capital Partners Fund II, L.P. do not create a material relationship with the Company's management that would compromise her independence.

(ii) Catherine Mercer. Ms. Mercer serves as an Operating Partner of Arclight Equity Group Fund VII, L.P., which holds 18,600,000 shares of the Company's Series B and Series C Preferred Stock, representing approximately 15.7% of the Company's fully diluted pre-IPO capitalization. The Board has evaluated this affiliation in accordance with Nasdaq Listing Rule 5605(d)(2) and has determined that this investment relationship does not constitute a compensatory, consulting, advisory, or other relationship with the Company that would impair Ms. Mercer's ability to make independent judgments about executive compensation. Ms. Mercer's role as an Operating Partner at Arclight Equity Group Fund VII, L.P. is advisory in nature, she does not receive any compensatory fees from the Company in connection with Arclight's investment, and the Board has concluded that her affiliation with Arclight does not create a material relationship with the Company's management that would compromise her independence for compensation committee purposes.

D. Appointment and Removal

Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee of the Board (which is chaired by Diane Ochoa). Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until his or her earlier resignation, removal, or death.

The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the Board then in office. A member of the Committee may resign at any time by delivering written notice to the Board, the Chair of the Board, or the Corporate Secretary.

The Chair of the Committee shall be designated by the Board. If the Board does not designate a Chair, the members of the Committee shall elect a Chair by majority vote of the full Committee membership. The Chair of the Committee shall preside at all meetings of the Committee and shall have such other duties and responsibilities as may be assigned by the Board or the Committee from time to time.

E. Vacancies. Any vacancy on the Committee, whether arising from the resignation, removal, death, or disqualification of a member, or from an increase in the size of the Committee, shall be filled by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Any member appointed to fill a vacancy on the Committee must satisfy all applicable independence and qualification requirements set forth in Section II.C of this Charter at the time of appointment.

If a vacancy on the Committee results in the Committee having fewer than two (2) members, the Board shall fill such vacancy as promptly as practicable, and in any event within a period consistent with the applicable cure periods provided under the Nasdaq Listing Rules.

III. AUTHORITY AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities. In discharging these responsibilities, the Committee shall be guided by the Company's overall compensation philosophy, which is designed to attract, retain, and motivate key talent, align the interests of the Company's executives with those of its stockholders, and promote the long-term success and sustainable growth of the Company.

A. Executive Officer Compensation

1. The Committee shall review, evaluate, and approve (or, in its discretion, recommend to the Board for approval) the compensation of the Company's CEO, Priya Subramanian, and all other executive officers of the Company, including the Chief Technology Officer, Marcus Henley; the Chief Financial Officer, David Lau; the General Counsel and Corporate Secretary, Naomi Feinberg; and the Chief Revenue Officer, Tomás Aguilar. For purposes of this Charter, "compensation" includes base salary, annual cash incentive compensation, long-term incentive compensation (including equity-based awards), perquisites, retirement and welfare benefits, deferred compensation, and any other form of compensation or benefit.

2. The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and, either alone or together with the other independent directors of the Board (as directed by the Board), set the CEO's compensation level based on this evaluation. In conducting this evaluation, the Committee shall consider the Company's performance and the CEO's individual performance, contribution, and leadership.

3. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors it deems relevant:

(a) the Company's performance and financial results, including revenue growth, profitability, and key performance indicators;

(b) relative stockholder return, measured against appropriate peer groups and market indices;

(c) the value of similar incentive awards to chief executive officers at comparable companies, based on data provided by the Committee's independent compensation consultant or other reliable sources; and

(d) the awards given to the CEO in past years, including the current value of outstanding unvested equity awards.

4. The Committee shall have the sole authority to approve all employment agreements, offer letters, severance arrangements, change-in-control provisions, retention agreements, and any special or supplemental compensation and benefits for the Company's executive officers, including any material amendments or modifications thereto. Prior to entering into any such agreement or arrangement, the Committee shall review the terms and conditions thereof and shall determine whether such agreement or arrangement is consistent with the Company's overall compensation philosophy and in the best interests of the Company and its stockholders.

B. Equity-Based Compensation Plans

1. The Committee shall administer, or recommend that the Board administer, the Company's equity incentive plans and any other equity-based compensation plans, including the Company's 2022 Equity Incentive Plan (or any successor plan) and the Company's 2022 Employee Stock Purchase Plan (if adopted).

2. The Committee shall have specific responsibility for the oversight of the Company's stock option pool, which, as of December 31, 2021, consisted of 14,800,000 shares of Class A Common Stock authorized for issuance under the Company's 2018 Equity Incentive Plan, with 11,300,000 options outstanding at a weighted-average exercise price of $4.82 per share. The Committee shall monitor the utilization of the Company's equity compensation pool, the burn rate and dilutive impact of equity-based awards, and the adequacy of authorized share reserves.

3. The Committee shall have the authority to grant stock options (including incentive stock options and nonstatutory stock options), restricted stock units, restricted stock awards, stock appreciation rights, performance-based awards, and other equity-based awards under the Company's equity incentive plans, subject to the terms and conditions of such plans and applicable law. The Committee may establish the terms, conditions, and restrictions of each award, including, without limitation, the exercise price, vesting schedule, performance criteria, and forfeiture provisions.

4. The Committee shall review and recommend to the Board the adoption of new equity incentive plans and any amendments to existing equity incentive plans, including any increase in the number of shares authorized for issuance thereunder, any expansion of the types of awards available, and any changes to the terms and conditions of outstanding awards that require stockholder approval under applicable law or Nasdaq listing rules.

5. The Committee shall oversee compliance with Section 409A of the Code and other applicable tax provisions relating to deferred compensation, including Section 280G of the Code (relating to excess parachute payments), Section 162(m) of the Code (relating to limitations on the deductibility of executive compensation), and any other provisions of the Code or Treasury Regulations that may affect the tax treatment of the Company's compensation plans, policies, and programs.

C. Director Compensation

1. The Committee shall periodically review and recommend to the Board the form and amount of compensation to be paid to non-employee directors of the Company, including, without limitation:

(a) annual cash retainers for Board service;

(b) additional cash retainers for service as Chair of the Board, Lead Independent Director (if any), or chair of any committee of the Board;

(d) equity-based awards, including stock options, restricted stock units, or other equity-based awards; and

(e) any other compensation or benefits, including expense reimbursement and indemnification.

2. In making its recommendations regarding director compensation, the Committee shall review director compensation at comparable companies and consider prevailing market practices, the Company's size and stage of development, the responsibilities and time commitment required of directors, and such other factors as the Committee deems relevant. The Committee shall seek to ensure that director compensation is competitive and reasonable, but not excessive, and that it appropriately aligns the interests of non-employee directors with those of the Company's stockholders.

D. Compensation Discussion and Analysis

1. The Committee shall review and discuss with management the CD&A required by Item 402(b) of SEC Regulation S-K for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable. The Committee's review shall encompass the Company's compensation philosophy, objectives, policies, and practices, the elements of executive compensation, the rationale for compensation decisions, and such other matters as are required by applicable SEC rules and as the Committee deems relevant.

2. The Committee shall produce the Compensation Committee Report for inclusion in the Company's annual proxy statement or annual report on Form 10-K, as required by Item 407(e)(5) of SEC Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state whether the Committee has reviewed and discussed the CD&A with management and, based on such review and discussion, whether the Committee recommended to the Board that the CD&A be included in the Company's annual proxy statement or annual report.

3. The Committee shall recommend to the Board whether the CD&A should be included in the Company's proxy statement and/or annual report on Form 10-K, in accordance with applicable SEC rules.

E. Risk Assessment

1. The Committee shall review the Company's compensation policies and practices, including those applicable to employees other than executive officers, as they relate to risk management practices and risk-taking incentives. The Committee shall assess whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

2. In conducting this assessment, the Committee shall consider, among other factors, the mix of fixed and variable compensation, the use of performance-based compensation metrics, the time horizon of compensation incentives, the Company's clawback and recoupment policies, and the extent to which the Company's compensation policies and practices encourage or discourage excessive risk-taking.

3. The Committee shall report its findings and recommendations regarding compensation-related risks to the Board on at least an annual basis, and more frequently as circumstances may warrant.

F. Say-on-Pay.

1. The Committee shall review and consider the results of any advisory vote on executive compensation ("say-on-pay") required by Section 14A of the Exchange Act and the rules promulgated thereunder. The Committee shall evaluate stockholder feedback regarding the Company's executive compensation program as reflected in the say-on-pay vote results and shall consider such feedback in making future compensation decisions.

2. The Committee shall recommend to the Board the frequency of advisory votes on executive compensation (i.e., every one, two, or three years), as required by Section 14A of the Exchange Act, and shall review and consider the results of any stockholder advisory vote on the frequency of say-on-pay votes.

3. The Committee shall also consider other forms of stockholder feedback regarding compensation matters, including feedback received through stockholder engagement efforts, proxy advisory firm reports, and correspondence from stockholders.

G. Clawback Policies

1. The Committee shall review and recommend to the Board the adoption and implementation of any clawback or recoupment policy applicable to the compensation of the Company's executive officers, consistent with applicable law, SEC rules, and Nasdaq listing requirements. Such policy shall provide for the recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement, and shall comply with Rule 10D-1 under the Exchange Act and the corresponding Nasdaq listing standards, when effective.

2. The Committee shall oversee the administration of any adopted clawback or recoupment policy and shall make determinations regarding the recovery of compensation pursuant to such policy, as applicable.

H. Compensation Consultant and Advisor Engagement

1. The Committee shall have the sole authority to retain and terminate compensation consultants, independent legal counsel, and other advisors (collectively, "Advisors") to assist the Committee in the evaluation of CEO, executive officer, and director compensation. The Committee need not obtain the approval of the Board or management to retain or terminate any Advisor.

2. The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any Advisor retained by the Committee. Each Advisor retained by the Committee shall report directly to the Committee.

3. Before selecting or receiving advice from any compensation consultant, legal counsel, or other Advisor (other than in-house legal counsel), the Committee shall take into consideration all factors relevant to that person's independence from management, as required by Nasdaq Listing Rule 5605(d)(3) and Rule 10C-1(b)(4) under the Exchange Act, including, without limitation:

(a) the provision of other services to the Company by the Advisor's employer;

(b) the amount of fees received from the Company by the Advisor's employer, as a percentage of the total revenue of the Advisor's employer;

(d) any business or personal relationship of the Advisor with a member of the Committee;

(e) any stock of the Company owned by the Advisor; and

(f) any business or personal relationship of the Advisor with an executive officer of the Company.

4. The Committee is not required to implement or act consistently with the advice or recommendations of any Advisor, and the Committee's responsibility to conduct the independence assessment set forth above does not require that the Advisor in fact be independent; it requires only that the Committee consider the enumerated factors before selecting or receiving advice from such Advisor.

5. The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for payment of reasonable compensation to any Advisor retained by the Committee.

I. Stock Ownership and Retention Guidelines

The Committee shall review and recommend to the Board stock ownership and retention guidelines applicable to the Company's executive officers and non-employee directors, designed to align the interests of such individuals with those of the Company's stockholders and to promote long-term value creation. The Committee shall periodically monitor compliance with any adopted stock ownership and retention guidelines and shall report to the Board on the status of compliance.

J. Regulatory Compliance

1. The Committee shall oversee and ensure compliance with applicable compensation-related requirements of federal securities laws (including the Exchange Act and the rules and regulations promulgated thereunder), Nasdaq listing rules, the Code, and other applicable laws and regulations, including state and local compensation-related requirements.

2. The Committee shall review and discuss with management the compensation-related disclosures in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) filed with the SEC in connection with the Company's proposed initial public offering, and in any future SEC filings, including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements on Schedule 14A.

3. The Committee shall stay apprised of legal and regulatory developments affecting executive and director compensation, including changes to SEC rules, Nasdaq listing standards, and tax laws, and shall consider the impact of such developments on the Company's compensation policies and practices.

IV. MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities as set forth in this Charter, but not less frequently than two (2) times per calendar year. The Committee anticipates that it will typically meet at least four (4) times per year, with additional meetings scheduled as needed to address time-sensitive matters or as otherwise required.

Additional meetings may be called by the Chair of the Committee, by any member of the Committee, or by the Board. Notice of each meeting shall be given to each member of the Committee in accordance with the Company's Amended and Restated Bylaws and any applicable procedures established by the Committee.

B. Quorum and Voting

A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with the Company's Amended and Restated Bylaws and Section 141(f) of the Delaware General Corporation Law. Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee.

Members of the Committee may participate in a meeting of the Committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

C. Agenda and Minutes

The Chair of the Committee shall be responsible for establishing the agenda for each meeting of the Committee. Any member of the Committee may suggest items for inclusion on the agenda. Meeting materials, including the agenda and any supporting documents, shall be distributed to Committee members in advance of each meeting, to the extent practicable.

The Committee shall maintain written minutes of its meetings, which shall document the actions taken and the discussions held at each meeting. The Committee shall report regularly to the Board on its activities, findings, and recommendations. Minutes of each meeting shall be filed with the Corporate Secretary, Naomi Feinberg, and shall be made available to all members of the Board upon request.

D. Attendance. The Committee may invite members of management, including the CEO, the CFO, and the General Counsel, as well as outside counsel, compensation consultants, or other advisors, to attend all or any portion of any meeting of the Committee, as the Committee deems appropriate. The attendance of any non-member at a meeting of the Committee shall be at the pleasure of the Committee.

Notwithstanding the foregoing, the CEO shall not be present during any Committee deliberation or voting regarding the CEO's own compensation. Similarly, no executive officer of the Company shall be present during any Committee deliberation or voting regarding that executive officer's compensation. The Committee shall ensure that appropriate safeguards are in place to preserve the integrity and independence of its deliberations regarding executive compensation.

E. Executive Sessions

The Committee may meet in executive session without management present at any time the Committee deems appropriate, and shall do so at least once annually. Executive sessions provide the Committee with the opportunity to discuss sensitive compensation matters, evaluate the performance of the CEO and other executive officers, and consult with the Committee's independent Advisors in a candid and confidential setting.

F. Subcommittees. The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee, to the extent permitted by applicable law, Nasdaq listing rules, and the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Any subcommittee so formed shall comply with all applicable independence and qualification requirements, and shall report to the full Committee on its activities and recommendations. The formation of a subcommittee shall not relieve the Committee of its responsibilities under this Charter.

V. DELEGATION OF AUTHORITY

The Committee may, to the extent permitted by applicable law, Nasdaq listing rules, and the terms of the Company's equity incentive plans, delegate to one or more officers of the Company (including the CEO) the authority to make grants or awards of equity-based compensation to employees of the Company who are not executive officers (within the meaning of Section 16 of the Exchange Act) or directors of the Company. Any such delegation shall be made pursuant to a resolution of the Committee that specifies:

(a) the identity of the officer or officers to whom authority is delegated;

(b) the total number of shares or awards that may be granted pursuant to the delegation;

(d) the terms and conditions of awards that may be granted, including the vesting schedule, exercise price (if applicable), and any restrictions or forfeiture provisions;

(e) the period during which the delegation is effective; and

(f) any other guidelines or limitations established by the Committee.

Any such delegation shall be subject to the limitations imposed by Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16b-3, and shall be consistent with applicable provisions of the Code, applicable state law, and any other applicable legal requirements.

The Committee shall not delegate its responsibilities with respect to the compensation of the Company's executive officers or non-employee directors. The Committee shall review and monitor the exercise of any delegated authority and may revoke or modify any delegation at any time.

VI. RESOURCES AND FUNDING

The Company shall provide the Committee with adequate resources and funding to discharge its duties and responsibilities under this Charter. The Committee shall have the authority to obtain, at the Company's expense, advice and assistance from internal and external legal, accounting, compensation, and other advisors as it determines necessary or appropriate to carry out its responsibilities.

The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for:

(a) payment of compensation to any compensation consultant, independent legal counsel, or other Advisor retained by the Committee in connection with the performance of its duties;

(b) payment of compensation to any other advisors, experts, or consultants engaged by the Committee; and

(c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses related to meeting logistics, educational programs, and travel.

The Company's management shall cooperate with the Committee and provide the Committee with access to such information, records, personnel, and other resources as the Committee may reasonably request in connection with the performance of its duties and responsibilities.

VII. PERFORMANCE EVALUATION

The Committee shall conduct an annual self-evaluation of its own performance, including an assessment of:

(a) the Committee's compliance with this Charter;

(b) the adequacy and effectiveness of the Committee's processes and procedures;

(d) the effectiveness of the Committee's oversight of the Company's compensation programs;

(e) the quality of the Committee's interaction and communication with the Board, management, and the Committee's Advisors; and

(f) any areas for improvement in the Committee's operations.

The Committee shall report to the Board on the results of its annual self-evaluation, including any recommendations for changes to the Committee's processes, procedures, or composition.

The Committee shall also review and assess the adequacy of this Charter on an annual basis. If the Committee determines that amendments or modifications to this Charter are warranted, the Committee shall recommend such proposed changes to the Board for approval. The Charter, as in effect from time to time, shall be made available on the Company's website and in such other locations as may be required by applicable law and Nasdaq listing rules.

VIII. LIMITATIONS OF THE COMMITTEE'S ROLE

While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for the day-to-day management of the Company's compensation programs. The design, implementation, and administration of the Company's compensation programs on a day-to-day basis are the responsibility of the Company's management, subject to the oversight of the Committee and the Board.

Nothing in this Charter is intended to alter or impair the authority of the Board to fulfill its fiduciary and other responsibilities to the Company and its stockholders, including the Board's authority to approve, modify, or reject the recommendations of the Committee. The Board retains ultimate authority over all matters of executive and director compensation, subject to applicable law and the Company's governing documents.

Members of the Committee are not employees of the Company and are not, by virtue of their service on the Committee, providing any expert or special assurance as to the Company's compensation policies, practices, or programs. Each member of the Committee shall be entitled to rely on the integrity and expertise of the Company's management and the Committee's Advisors, and on the accuracy of information provided to the Committee by such persons, absent actual knowledge to the contrary.

The designation of a director as a member of the Committee shall not impose on such director any duties, obligations, or liability that are greater than the duties, obligations, or liability imposed on such director as a member of the Board generally, except to the extent otherwise provided by applicable law.

IX. AMENDMENT

This Charter may be amended, modified, or restated by the Board at any time and from time to time, as the Board deems necessary or appropriate to reflect changes in applicable law, regulation, or listing standards, evolving corporate governance best practices, or the needs of the Company. No amendment to this Charter shall require the approval of the Company's stockholders, except to the extent otherwise required by applicable law or the Company's governing documents.

The Nominating and Corporate Governance Committee of the Board or the Committee itself may recommend amendments to this Charter to the Board for consideration and approval. Any such recommendation shall be accompanied by a written explanation of the proposed changes and the reasons therefor.

X. EFFECTIVE DATE

This Charter shall become effective upon adoption by the Board of Directors of Lumos Analytics Inc., contingent upon the effectiveness of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518, CIK 0001923847) filed with the SEC in connection with the Company's proposed initial public offering and the closing of the Company's initial public offering of Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA."

Prior to the effectiveness of the Registration Statement and the closing of the initial public offering, this Charter shall serve as a draft document reflecting the intended governance framework for the Committee and shall not impose any binding obligations on the Company, the Board, or any member of the Committee.

Note: This Charter was prepared in draft form in February 2022 in connection with the Company's proposed initial public offering of Class A Common Stock. The Company's Registration Statement on Form S-1 (SEC File Number 333-264518, CIK 0001923847) was subsequently withdrawn on June 10, 2022 pursuant to Rule 477 under the Securities Act of 1933, as amended. Accordingly, this Charter was never formally adopted by the Board of Directors of Lumos Analytics Inc.

[Remainder of page intentionally left blank. Signature page follows.]

ADOPTION BY THE BOARD OF DIRECTORS

The undersigned, constituting the full Board of Directors of Lumos Analytics Inc., hereby adopt this Compensation Committee Charter, effective as set forth in Section X hereof.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Subramanian

Title: Chief Executive Officer and Chair of the Board

Date: ________

By: ________

Name: Marcus Henley

Title: Chief Technology Officer and Director

Date: ________

By: ________

Name: Catherine Mercer

Title: Independent Director

Date: ________

By: ________

Name: Diane Ochoa

Title: Independent Director

Date: ________

By: ________

Name: Samuel Adebayo

Title: Independent Director

Date: ________

EXHIBIT A

INITIAL COMMITTEE MEMBERS (For Reference Only)

The following table sets forth the initial members of the Compensation Committee, their roles, and their independence status, as determined by the Board of Directors of Lumos Analytics Inc.:

Independence Confirmations:

All three initial members of the Committee satisfy the independence requirements of Nasdaq Listing Rule 5605(a)(2) (general director independence) and Nasdaq Listing Rule 5605(d)(2) (compensation committee member independence). The Board has affirmatively determined, after consideration of all relevant facts and circumstances, that each of the three initial Committee members is independent within the meaning of both applicable Nasdaq listing standards.

All three initial members of the Committee qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. None of the initial Committee members is currently, or has within the preceding twelve months been, an officer or employee of the Company or any of its subsidiaries, and none of the initial Committee members receives or has received compensation from the Company other than in his or her capacity as a director of the Company (and, in the cases of Ms. Mercer and Ms. Ochoa, other than through the respective investment vehicles with which they are affiliated, as described in Section II.C of this Charter).

This Exhibit A is provided for reference purposes only and does not form a binding part of the Charter. The composition of the Committee is subject to change from time to time in accordance with Section II of this Charter.

[End of Compensation Committee Charter]

Name	Committee Role	Independence Status and Affiliation
Catherine Mercer	Chair	Independent director; Operating Partner, Arclight Equity Group Fund VII, L.P.
Diane Ochoa	Member	Independent director; Managing Partner, Ridgeline Capital Partners Fund II, L.P.
Samuel Adebayo	Member	Independent director; former Chief Financial Officer, Verdant Software Corp.

LUMOS ANALYTICS INC.
COMPENSATION COMMITTEE CHARTER
Adopted by the Board of Directors
This Charter is drafted in anticipation of the Company's proposed initial public offering of Class A Common Stock on the Nasdaq Global Select Market (proposed ticker symbol: "LMSA") and is designed to comply with Nasdaq Listing Rule 5605(d), Rule 10C-1 under the Securities Exchange Act of 1934, as amended, and all other applicable rules and regulations of the U.S. Securities and Exchange Commission.
Prepared by:
Calderwood & Harkness LLP Issuer's Counsel 1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105
Draft Date: February 2022 (Prepared in connection with IPO preparation)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — DRAFT SUBJECT TO REVISION
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I. PURPOSE
The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), is hereby established to discharge the Board's responsibilities relating to the compensation of the Company's executive officers and directors. The Committee is constituted as a standing committee of the Board and shall operate in accordance with this Charter (as it may be amended from time to time, this "Charter").
The Committee shall have overall responsibility for the following:
1.  Executive Compensation. Evaluating, recommending, and approving the compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers, including base salary, annual incentive compensation, long-term incentive compensation, equity-based compensation, and all other forms of compensation and benefits.
2.  Compensation Plans, Policies, and Programs. Overseeing the Company's compensation plans, policies, and programs, including equity-based compensation plans, and ensuring that such plans, policies, and programs are consistent with the Company's overall compensation philosophy and objectives, adequately support the recruitment and retention of key talent, appropriately align the interests of the Company's executives with those of its stockholders, and do not encourage excessive or inappropriate risk-taking.
3.  Director Compensation. Reviewing and recommending to the Board the form and amount of compensation to be paid to non-employee members of the Board, including annual cash retainers, committee service fees, meeting fees, equity-based awards, and other forms of compensation.
4.  Compensation Discussion and Analysis. Preparing the Compensation Discussion and Analysis ("CD&A") and the compensation committee report required by the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable.
5.  Regulatory Compliance Oversight. Assisting the Board in overseeing the Company's compliance with applicable compensation-related legal and regulatory requirements, including those imposed by federal securities laws, Nasdaq listing rules, the Internal Revenue Code of 1986, as amended (the "Code"), and other applicable statutes and regulations.
In carrying out its purpose and responsibilities, the Committee shall at all times comply with the requirements of Nasdaq Listing Rule 5605(d), including the requirements regarding committee composition, authority, and independence, as well as Rule 10C-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable SEC regulations. The Committee shall also be guided by sound corporate governance principles and best practices as they develop over time.
II. COMPOSITION AND MEMBERSHIP
A. Number of Members
The Committee shall consist of no fewer than two (2) members of the Board. The Board has determined that the initial composition of the Committee shall consist of three (3) members. The Board may from time to time increase or decrease the size of the Committee, provided that the Committee shall at all times consist of no fewer than two (2) members and shall at all times satisfy the independence and other composition requirements set forth in this Section II.
B. Initial Members
The initial members of the Committee, each of whom has been determined by the Board to satisfy all applicable independence and qualification requirements set forth in this Charter, shall be:
(i) Catherine Mercer — Chair of the Committee. Ms. Mercer is an independent director of the Company and currently serves as an Operating Partner at Arclight Equity Group Fund VII, L.P.
(ii) Diane Ochoa — Member. Ms. Ochoa is an independent director of the Company and currently serves as Managing Partner at Ridgeline Capital Partners Fund II, L.P.
(iii) Samuel Adebayo — Member. Mr. Adebayo is an independent director of the Company and formerly served as Chief Financial Officer of Verdant Software Corp.
A summary of the initial Committee members and their qualifications is set forth in Exhibit A attached hereto.
C. Independence Requirements
Each member of the Committee must satisfy the following independence and qualification requirements:
(a) Nasdaq Independence. Each member must satisfy the independence requirements of Nasdaq Listing Rule 5605(a)(2) (general director independence) and Nasdaq Listing Rule 5605(d)(2) (compensation committee member independence). In determining whether a director is eligible to serve on the Committee, the Board shall consider all factors specifically relevant to determining whether the director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:
(1) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such director; and
(2) whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
(b) Non-Employee Director Status. Each member must qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, such that actions taken by the Committee with respect to the grant of equity-based compensation to the Company's executive officers will be exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act.
Dual-Class Capital Structure. The Board notes that the Company's capital structure consists of two classes of common stock: Class A Common Stock, with one (1) vote per share, which will be offered and sold in the Company's proposed initial public offering, and Class B Common Stock, with ten (10) votes per share, which is held by the Company's co-founders, Priya Subramanian (CEO and Chair of the Board) and Marcus Henley (Chief Technology Officer). The Board has determined that this dual-class structure does not affect the independence analysis for members of the Committee, as no member of the Committee holds or beneficially owns any shares of Class B Common Stock.
Specific Independence Determinations. The Board has specifically considered and evaluated the following affiliations of Committee members and has affirmatively determined that such affiliations do not impair the independence of the respective directors for purposes of service on the Committee under the applicable Nasdaq compensation committee independence standards:
(i) Diane Ochoa. Ms. Ochoa serves as Managing Partner of Ridgeline Capital Partners Fund II, L.P., which holds 9,200,000 shares of the Company's Series A Preferred Stock, representing approximately 7.8% of the Company's fully diluted pre-IPO capitalization. The Board has evaluated this affiliation in accordance with Nasdaq Listing Rule 5605(d)(2) and has determined that this investment relationship does not constitute a compensatory, consulting, advisory, or other relationship with the Company that would impair Ms. Ochoa's ability to make independent judgments about executive compensation. Ridgeline Capital Partners Fund II, L.P. invested in the Company on arms-length terms, Ms. Ochoa does not receive any compensatory fees from the Company in connection with this investment, and Ms. Ochoa's duties as Managing Partner of Ridgeline Capital Partners Fund II, L.P. do not create a material relationship with the Company's management that would compromise her independence.
(ii) Catherine Mercer. Ms. Mercer serves as an Operating Partner of Arclight Equity Group Fund VII, L.P., which holds 18,600,000 shares of the Company's Series B and Series C Preferred Stock, representing approximately 15.7% of the Company's fully diluted pre-IPO capitalization. The Board has evaluated this affiliation in accordance with Nasdaq Listing Rule 5605(d)(2) and has determined that this investment relationship does not constitute a compensatory, consulting, advisory, or other relationship with the Company that would impair Ms. Mercer's ability to make independent judgments about executive compensation. Ms. Mercer's role as an Operating Partner at Arclight Equity Group Fund VII, L.P. is advisory in nature, she does not receive any compensatory fees from the Company in connection with Arclight's investment, and the Board has concluded that her affiliation with Arclight does not create a material relationship with the Company's management that would compromise her independence for compensation committee purposes.
D. Appointment and Removal
Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee of the Board (which is chaired by Diane Ochoa). Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until his or her earlier resignation, removal, or death.
The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the Board then in office. A member of the Committee may resign at any time by delivering written notice to the Board, the Chair of the Board, or the Corporate Secretary.
The Chair of the Committee shall be designated by the Board. If the Board does not designate a Chair, the members of the Committee shall elect a Chair by majority vote of the full Committee membership. The Chair of the Committee shall preside at all meetings of the Committee and shall have such other duties and responsibilities as may be assigned by the Board or the Committee from time to time.
E. Vacancies.  Any vacancy on the Committee, whether arising from the resignation, removal, death, or disqualification of a member, or from an increase in the size of the Committee, shall be filled by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Any member appointed to fill a vacancy on the Committee must satisfy all applicable independence and qualification requirements set forth in Section II.C of this Charter at the time of appointment.
If a vacancy on the Committee results in the Committee having fewer than two (2) members, the Board shall fill such vacancy as promptly as practicable, and in any event within a period consistent with the applicable cure periods provided under the Nasdaq Listing Rules.
III. AUTHORITY AND RESPONSIBILITIES
The Committee shall have the following authority and responsibilities. In discharging these responsibilities, the Committee shall be guided by the Company's overall compensation philosophy, which is designed to attract, retain, and motivate key talent, align the interests of the Company's executives with those of its stockholders, and promote the long-term success and sustainable growth of the Company.
A. Executive Officer Compensation
1.  The Committee shall review, evaluate, and approve (or, in its discretion, recommend to the Board for approval) the compensation of the Company's CEO, Priya Subramanian, and all other executive officers of the Company, including the Chief Technology Officer, Marcus Henley; the Chief Financial Officer, David Lau; the General Counsel and Corporate Secretary, Naomi Feinberg; and the Chief Revenue Officer, Tomás Aguilar. For purposes of this Charter, "compensation" includes base salary, annual cash incentive compensation, long-term incentive compensation (including equity-based awards), perquisites, retirement and welfare benefits, deferred compensation, and any other form of compensation or benefit.
2.  The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and, either alone or together with the other independent directors of the Board (as directed by the Board), set the CEO's compensation level based on this evaluation. In conducting this evaluation, the Committee shall consider the Company's performance and the CEO's individual performance, contribution, and leadership.
3.  In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors it deems relevant:
(a) the Company's performance and financial results, including revenue growth, profitability, and key performance indicators;
(b) relative stockholder return, measured against appropriate peer groups and market indices;
(c) the value of similar incentive awards to chief executive officers at comparable companies, based on data provided by the Committee's independent compensation consultant or other reliable sources; and
(d) the awards given to the CEO in past years, including the current value of outstanding unvested equity awards.
4.  The Committee shall have the sole authority to approve all employment agreements, offer letters, severance arrangements, change-in-control provisions, retention agreements, and any special or supplemental compensation and benefits for the Company's executive officers, including any material amendments or modifications thereto. Prior to entering into any such agreement or arrangement, the Committee shall review the terms and conditions thereof and shall determine whether such agreement or arrangement is consistent with the Company's overall compensation philosophy and in the best interests of the Company and its stockholders.
B. Equity-Based Compensation Plans
1.  The Committee shall administer, or recommend that the Board administer, the Company's equity incentive plans and any other equity-based compensation plans, including the Company's 2022 Equity Incentive Plan (or any successor plan) and the Company's 2022 Employee Stock Purchase Plan (if adopted).
2.  The Committee shall have specific responsibility for the oversight of the Company's stock option pool, which, as of December 31, 2021, consisted of 14,800,000 shares of Class A Common Stock authorized for issuance under the Company's 2018 Equity Incentive Plan, with 11,300,000 options outstanding at a weighted-average exercise price of $4.82 per share. The Committee shall monitor the utilization of the Company's equity compensation pool, the burn rate and dilutive impact of equity-based awards, and the adequacy of authorized share reserves.
3.  The Committee shall have the authority to grant stock options (including incentive stock options and nonstatutory stock options), restricted stock units, restricted stock awards, stock appreciation rights, performance-based awards, and other equity-based awards under the Company's equity incentive plans, subject to the terms and conditions of such plans and applicable law. The Committee may establish the terms, conditions, and restrictions of each award, including, without limitation, the exercise price, vesting schedule, performance criteria, and forfeiture provisions.
4.  The Committee shall review and recommend to the Board the adoption of new equity incentive plans and any amendments to existing equity incentive plans, including any increase in the number of shares authorized for issuance thereunder, any expansion of the types of awards available, and any changes to the terms and conditions of outstanding awards that require stockholder approval under applicable law or Nasdaq listing rules.
5.  The Committee shall oversee compliance with Section 409A of the Code and other applicable tax provisions relating to deferred compensation, including Section 280G of the Code (relating to excess parachute payments), Section 162(m) of the Code (relating to limitations on the deductibility of executive compensation), and any other provisions of the Code or Treasury Regulations that may affect the tax treatment of the Company's compensation plans, policies, and programs.
C. Director Compensation
1.  The Committee shall periodically review and recommend to the Board the form and amount of compensation to be paid to non-employee directors of the Company, including, without limitation:
(a) annual cash retainers for Board service;
(b) additional cash retainers for service as Chair of the Board, Lead Independent Director (if any), or chair of any committee of the Board;
(c) per-meeting fees for attendance at Board and committee meetings (if applicable);
(d) equity-based awards, including stock options, restricted stock units, or other equity-based awards; and
(e) any other compensation or benefits, including expense reimbursement and indemnification.
2.  In making its recommendations regarding director compensation, the Committee shall review director compensation at comparable companies and consider prevailing market practices, the Company's size and stage of development, the responsibilities and time commitment required of directors, and such other factors as the Committee deems relevant. The Committee shall seek to ensure that director compensation is competitive and reasonable, but not excessive, and that it appropriately aligns the interests of non-employee directors with those of the Company's stockholders.
D. Compensation Discussion and Analysis
1.  The Committee shall review and discuss with management the CD&A required by Item 402(b) of SEC Regulation S-K for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable. The Committee's review shall encompass the Company's compensation philosophy, objectives, policies, and practices, the elements of executive compensation, the rationale for compensation decisions, and such other matters as are required by applicable SEC rules and as the Committee deems relevant.
2.  The Committee shall produce the Compensation Committee Report for inclusion in the Company's annual proxy statement or annual report on Form 10-K, as required by Item 407(e)(5) of SEC Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state whether the Committee has reviewed and discussed the CD&A with management and, based on such review and discussion, whether the Committee recommended to the Board that the CD&A be included in the Company's annual proxy statement or annual report.
3.  The Committee shall recommend to the Board whether the CD&A should be included in the Company's proxy statement and/or annual report on Form 10-K, in accordance with applicable SEC rules.
E. Risk Assessment
1.  The Committee shall review the Company's compensation policies and practices, including those applicable to employees other than executive officers, as they relate to risk management practices and risk-taking incentives. The Committee shall assess whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
2.  In conducting this assessment, the Committee shall consider, among other factors, the mix of fixed and variable compensation, the use of performance-based compensation metrics, the time horizon of compensation incentives, the Company's clawback and recoupment policies, and the extent to which the Company's compensation policies and practices encourage or discourage excessive risk-taking.
3.  The Committee shall report its findings and recommendations regarding compensation-related risks to the Board on at least an annual basis, and more frequently as circumstances may warrant.
F. Say-on-Pay.  
1.  The Committee shall review and consider the results of any advisory vote on executive compensation ("say-on-pay") required by Section 14A of the Exchange Act and the rules promulgated thereunder. The Committee shall evaluate stockholder feedback regarding the Company's executive compensation program as reflected in the say-on-pay vote results and shall consider such feedback in making future compensation decisions.
2.  The Committee shall recommend to the Board the frequency of advisory votes on executive compensation (i.e., every one, two, or three years), as required by Section 14A of the Exchange Act, and shall review and consider the results of any stockholder advisory vote on the frequency of say-on-pay votes.
3.  The Committee shall also consider other forms of stockholder feedback regarding compensation matters, including feedback received through stockholder engagement efforts, proxy advisory firm reports, and correspondence from stockholders.
G. Clawback Policies
1.  The Committee shall review and recommend to the Board the adoption and implementation of any clawback or recoupment policy applicable to the compensation of the Company's executive officers, consistent with applicable law, SEC rules, and Nasdaq listing requirements. Such policy shall provide for the recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement, and shall comply with Rule 10D-1 under the Exchange Act and the corresponding Nasdaq listing standards, when effective.
2.  The Committee shall oversee the administration of any adopted clawback or recoupment policy and shall make determinations regarding the recovery of compensation pursuant to such policy, as applicable.
H. Compensation Consultant and Advisor Engagement
1.  The Committee shall have the sole authority to retain and terminate compensation consultants, independent legal counsel, and other advisors (collectively, "Advisors") to assist the Committee in the evaluation of CEO, executive officer, and director compensation. The Committee need not obtain the approval of the Board or management to retain or terminate any Advisor.
2.  The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any Advisor retained by the Committee. Each Advisor retained by the Committee shall report directly to the Committee.
3.  Before selecting or receiving advice from any compensation consultant, legal counsel, or other Advisor (other than in-house legal counsel), the Committee shall take into consideration all factors relevant to that person's independence from management, as required by Nasdaq Listing Rule 5605(d)(3) and Rule 10C-1(b)(4) under the Exchange Act, including, without limitation:
(a) the provision of other services to the Company by the Advisor's employer;
(b) the amount of fees received from the Company by the Advisor's employer, as a percentage of the total revenue of the Advisor's employer;
(c) the policies and procedures of the Advisor's employer that are designed to prevent conflicts of interest;
(d) any business or personal relationship of the Advisor with a member of the Committee;
(e) any stock of the Company owned by the Advisor; and
(f) any business or personal relationship of the Advisor with an executive officer of the Company.
4.  The Committee is not required to implement or act consistently with the advice or recommendations of any Advisor, and the Committee's responsibility to conduct the independence assessment set forth above does not require that the Advisor in fact be independent; it requires only that the Committee consider the enumerated factors before selecting or receiving advice from such Advisor.
5.  The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for payment of reasonable compensation to any Advisor retained by the Committee.
I. Stock Ownership and Retention Guidelines
The Committee shall review and recommend to the Board stock ownership and retention guidelines applicable to the Company's executive officers and non-employee directors, designed to align the interests of such individuals with those of the Company's stockholders and to promote long-term value creation. The Committee shall periodically monitor compliance with any adopted stock ownership and retention guidelines and shall report to the Board on the status of compliance.
J. Regulatory Compliance
1.  The Committee shall oversee and ensure compliance with applicable compensation-related requirements of federal securities laws (including the Exchange Act and the rules and regulations promulgated thereunder), Nasdaq listing rules, the Code, and other applicable laws and regulations, including state and local compensation-related requirements.
2.  The Committee shall review and discuss with management the compensation-related disclosures in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) filed with the SEC in connection with the Company's proposed initial public offering, and in any future SEC filings, including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements on Schedule 14A.
3.  The Committee shall stay apprised of legal and regulatory developments affecting executive and director compensation, including changes to SEC rules, Nasdaq listing standards, and tax laws, and shall consider the impact of such developments on the Company's compensation policies and practices.
IV. MEETINGS AND PROCEDURES
A. Frequency.  The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities as set forth in this Charter, but not less frequently than two (2) times per calendar year. The Committee anticipates that it will typically meet at least four (4) times per year, with additional meetings scheduled as needed to address time-sensitive matters or as otherwise required.
Additional meetings may be called by the Chair of the Committee, by any member of the Committee, or by the Board. Notice of each meeting shall be given to each member of the Committee in accordance with the Company's Amended and Restated Bylaws and any applicable procedures established by the Committee.
B. Quorum and Voting
A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with the Company's Amended and Restated Bylaws and Section 141(f) of the Delaware General Corporation Law. Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee.
Members of the Committee may participate in a meeting of the Committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
C. Agenda and Minutes
The Chair of the Committee shall be responsible for establishing the agenda for each meeting of the Committee. Any member of the Committee may suggest items for inclusion on the agenda. Meeting materials, including the agenda and any supporting documents, shall be distributed to Committee members in advance of each meeting, to the extent practicable.
The Committee shall maintain written minutes of its meetings, which shall document the actions taken and the discussions held at each meeting. The Committee shall report regularly to the Board on its activities, findings, and recommendations. Minutes of each meeting shall be filed with the Corporate Secretary, Naomi Feinberg, and shall be made available to all members of the Board upon request.
D. Attendance.  The Committee may invite members of management, including the CEO, the CFO, and the General Counsel, as well as outside counsel, compensation consultants, or other advisors, to attend all or any portion of any meeting of the Committee, as the Committee deems appropriate. The attendance of any non-member at a meeting of the Committee shall be at the pleasure of the Committee.
Notwithstanding the foregoing, the CEO shall not be present during any Committee deliberation or voting regarding the CEO's own compensation. Similarly, no executive officer of the Company shall be present during any Committee deliberation or voting regarding that executive officer's compensation. The Committee shall ensure that appropriate safeguards are in place to preserve the integrity and independence of its deliberations regarding executive compensation.
E. Executive Sessions
The Committee may meet in executive session without management present at any time the Committee deems appropriate, and shall do so at least once annually. Executive sessions provide the Committee with the opportunity to discuss sensitive compensation matters, evaluate the performance of the CEO and other executive officers, and consult with the Committee's independent Advisors in a candid and confidential setting.
F. Subcommittees.  The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee, to the extent permitted by applicable law, Nasdaq listing rules, and the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Any subcommittee so formed shall comply with all applicable independence and qualification requirements, and shall report to the full Committee on its activities and recommendations. The formation of a subcommittee shall not relieve the Committee of its responsibilities under this Charter.
V. DELEGATION OF AUTHORITY
The Committee may, to the extent permitted by applicable law, Nasdaq listing rules, and the terms of the Company's equity incentive plans, delegate to one or more officers of the Company (including the CEO) the authority to make grants or awards of equity-based compensation to employees of the Company who are not executive officers (within the meaning of Section 16 of the Exchange Act) or directors of the Company. Any such delegation shall be made pursuant to a resolution of the Committee that specifies:
(a) the identity of the officer or officers to whom authority is delegated;
(b) the total number of shares or awards that may be granted pursuant to the delegation;
(c) the types of awards that may be granted;
(d) the terms and conditions of awards that may be granted, including the vesting schedule, exercise price (if applicable), and any restrictions or forfeiture provisions;
(e) the period during which the delegation is effective; and
(f) any other guidelines or limitations established by the Committee.
Any such delegation shall be subject to the limitations imposed by Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16b-3, and shall be consistent with applicable provisions of the Code, applicable state law, and any other applicable legal requirements.
The Committee shall not delegate its responsibilities with respect to the compensation of the Company's executive officers or non-employee directors. The Committee shall review and monitor the exercise of any delegated authority and may revoke or modify any delegation at any time.
VI. RESOURCES AND FUNDING
The Company shall provide the Committee with adequate resources and funding to discharge its duties and responsibilities under this Charter. The Committee shall have the authority to obtain, at the Company's expense, advice and assistance from internal and external legal, accounting, compensation, and other advisors as it determines necessary or appropriate to carry out its responsibilities.
The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for:
(a) payment of compensation to any compensation consultant, independent legal counsel, or other Advisor retained by the Committee in connection with the performance of its duties;
(b) payment of compensation to any other advisors, experts, or consultants engaged by the Committee; and
(c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses related to meeting logistics, educational programs, and travel.
The Company's management shall cooperate with the Committee and provide the Committee with access to such information, records, personnel, and other resources as the Committee may reasonably request in connection with the performance of its duties and responsibilities.
VII. PERFORMANCE EVALUATION
The Committee shall conduct an annual self-evaluation of its own performance, including an assessment of:
(a) the Committee's compliance with this Charter;
(b) the adequacy and effectiveness of the Committee's processes and procedures;
(c) the quality and timeliness of information provided to the Committee by management and the Committee's Advisors;
(d) the effectiveness of the Committee's oversight of the Company's compensation programs;
(e) the quality of the Committee's interaction and communication with the Board, management, and the Committee's Advisors; and
(f) any areas for improvement in the Committee's operations.
The Committee shall report to the Board on the results of its annual self-evaluation, including any recommendations for changes to the Committee's processes, procedures, or composition.
The Committee shall also review and assess the adequacy of this Charter on an annual basis. If the Committee determines that amendments or modifications to this Charter are warranted, the Committee shall recommend such proposed changes to the Board for approval. The Charter, as in effect from time to time, shall be made available on the Company's website and in such other locations as may be required by applicable law and Nasdaq listing rules.
VIII. LIMITATIONS OF THE COMMITTEE'S ROLE
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for the day-to-day management of the Company's compensation programs. The design, implementation, and administration of the Company's compensation programs on a day-to-day basis are the responsibility of the Company's management, subject to the oversight of the Committee and the Board.
Nothing in this Charter is intended to alter or impair the authority of the Board to fulfill its fiduciary and other responsibilities to the Company and its stockholders, including the Board's authority to approve, modify, or reject the recommendations of the Committee. The Board retains ultimate authority over all matters of executive and director compensation, subject to applicable law and the Company's governing documents.
Members of the Committee are not employees of the Company and are not, by virtue of their service on the Committee, providing any expert or special assurance as to the Company's compensation policies, practices, or programs. Each member of the Committee shall be entitled to rely on the integrity and expertise of the Company's management and the Committee's Advisors, and on the accuracy of information provided to the Committee by such persons, absent actual knowledge to the contrary.
The designation of a director as a member of the Committee shall not impose on such director any duties, obligations, or liability that are greater than the duties, obligations, or liability imposed on such director as a member of the Board generally, except to the extent otherwise provided by applicable law.
IX. AMENDMENT
This Charter may be amended, modified, or restated by the Board at any time and from time to time, as the Board deems necessary or appropriate to reflect changes in applicable law, regulation, or listing standards, evolving corporate governance best practices, or the needs of the Company. No amendment to this Charter shall require the approval of the Company's stockholders, except to the extent otherwise required by applicable law or the Company's governing documents.
The Nominating and Corporate Governance Committee of the Board or the Committee itself may recommend amendments to this Charter to the Board for consideration and approval. Any such recommendation shall be accompanied by a written explanation of the proposed changes and the reasons therefor.
X. EFFECTIVE DATE
This Charter shall become effective upon adoption by the Board of Directors of Lumos Analytics Inc., contingent upon the effectiveness of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518, CIK 0001923847) filed with the SEC in connection with the Company's proposed initial public offering and the closing of the Company's initial public offering of Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA."
Prior to the effectiveness of the Registration Statement and the closing of the initial public offering, this Charter shall serve as a draft document reflecting the intended governance framework for the Committee and shall not impose any binding obligations on the Company, the Board, or any member of the Committee.
Note: This Charter was prepared in draft form in February 2022 in connection with the Company's proposed initial public offering of Class A Common Stock. The Company's Registration Statement on Form S-1 (SEC File Number 333-264518, CIK 0001923847) was subsequently withdrawn on June 10, 2022 pursuant to Rule 477 under the Securities Act of 1933, as amended. Accordingly, this Charter was never formally adopted by the Board of Directors of Lumos Analytics Inc.
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ADOPTION BY THE BOARD OF DIRECTORS
The undersigned, constituting the full Board of Directors of Lumos Analytics Inc., hereby adopt this Compensation Committee Charter, effective as set forth in Section X hereof.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Subramanian
Title: Chief Executive Officer and Chair of the Board
Date: ________
By: ________
Name: Marcus Henley
Title: Chief Technology Officer and Director
Date: ________
By: ________
Name: Catherine Mercer
Title: Independent Director
Date: ________
By: ________
Name: Diane Ochoa
Title: Independent Director
Date: ________
By: ________
Name: Samuel Adebayo
Title: Independent Director
Date: ________
EXHIBIT A
INITIAL COMMITTEE MEMBERS (For Reference Only)
The following table sets forth the initial members of the Compensation Committee, their roles, and their independence status, as determined by the Board of Directors of Lumos Analytics Inc.:
Independence Confirmations:
All three initial members of the Committee satisfy the independence requirements of Nasdaq Listing Rule 5605(a)(2) (general director independence) and Nasdaq Listing Rule 5605(d)(2) (compensation committee member independence). The Board has affirmatively determined, after consideration of all relevant facts and circumstances, that each of the three initial Committee members is independent within the meaning of both applicable Nasdaq listing standards.
All three initial members of the Committee qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. None of the initial Committee members is currently, or has within the preceding twelve months been, an officer or employee of the Company or any of its subsidiaries, and none of the initial Committee members receives or has received compensation from the Company other than in his or her capacity as a director of the Company (and, in the cases of Ms. Mercer and Ms. Ochoa, other than through the respective investment vehicles with which they are affiliated, as described in Section II.C of this Charter).
This Exhibit A is provided for reference purposes only and does not form a binding part of the Charter. The composition of the Committee is subject to change from time to time in accordance with Section II of this Charter.
[End of Compensation Committee Charter]
Name | Committee Role | Independence Status and Affiliation
Catherine Mercer | Chair | Independent director; Operating Partner, Arclight Equity Group Fund VII, L.P.
Diane Ochoa | Member | Independent director; Managing Partner, Ridgeline Capital Partners Fund II, L.P.
Samuel Adebayo | Member | Independent director; former Chief Financial Officer, Verdant Software Corp.

LUMOS ANALYTICS INC.

COMPENSATION COMMITTEE CHARTER

I. PURPOSE

II. COMPOSITION AND MEMBERSHIP

III. AUTHORITY AND RESPONSIBILITIES

IV. MEETINGS AND PROCEDURES

V. DELEGATION OF AUTHORITY

VI. RESOURCES AND FUNDING

VII. PERFORMANCE EVALUATION

VIII. LIMITATIONS OF THE COMMITTEE'S ROLE

IX. AMENDMENT

X. EFFECTIVE DATE

ADOPTION BY THE BOARD OF DIRECTORS

LUMOS ANALYTICS INC.

EXHIBIT A

Record

Parties

Dates

Amounts